News
Advance Synergy Berhad (ASB Or Company) Proposed Listing Of Unified Communications Holdings Limited, The Proposed Investment Holding Company For Subsidiary Companies Of ASB, Namely Unified Communications Sdn Bhd And Unified Communications Pte Ltd, On The Singapore Exchange Securities Trading Limited (Proposed Listing)
BackJan 12, 2004
| General Announcement Reference No MI-040112-62145 |
| Submitting Merchant Bank | : | SOUTHERN INVESTMENT BANK BERHAD |
| Company Name | : | ADVANCE SYNERGY BERHAD |
| Stock Name | : | ASB |
| Date Announced | : | 12/01/2004 |
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| Type | : | Announcement |
| Subject | : | Advance Synergy Berhad (ASB or Company) Proposed listing of Unified Communications Holdings Limited, the proposed investment holding company for subsidiary companies of ASB, namely Unified Communications Sdn Bhd and Unified Communications Pte Ltd, on the Singapore Exchange Securities Trading Limited (Proposed Listing) |
Contents :
1. Introduction
We refer to the announcements made on 12 November 2003 and 18 December 2003 on the Proposed Listing.
On behalf of the Board of Directors of the Company, Southern Investment Bank Berhad wishes to announce that Worldwide Matrix Sdn Bhd (WMSB) (a wholly-owned subsidiary of ASB), Unified Communications Sdn Bhd (UCSB) and Unified Communications Pte Ltd (UCPL) (both subsidiaries of ASB), together with the other vendors of UCSB and UCPL, Primeace Holdings Sdn Bhd (a wholly-owned subsidiary of Linear Corporation Berhad) and Wong Tze Leng had on 12 January 2004 entered into a share transfer agreement (STA) with Unified Communications Holdings Pte Ltd (UCH) to transfer the entire issued and paid-up share capital of UCSB and UCPL to UCH to facilitate the Proposed Listing. The salient terms of the STA were set out in Section 2.1 of the circular to stockholders dated 27 October 2003 (Circular). Upon completion of the STA, UCH would become a subsidiary of WMSB.
WMSB had also on 12 January 2004 entered into an option agreement with Wong Tze Leng, Ho Ting Sai, Tang Chang Thai, Lim Chu Kat, Chin Wei Li and Raymond Suen Kok Hong (collectively referred to as the Grantees) granting them options to purchase up to such number of UCH shares from WMSB based on the salient terms which were set out in Section 2.3.1 of the Circular. The Grantees are currently key members of the management of UCH.
In addition, WMSB and the Board of Directors of UCH shall jointly have the sole and absolute discretion from time to time to grant to other employees of the UCH Group the right to purchase UCH shares collectively with the Grantees.
WMSB and the Board of Directors of UCH shall also jointly have the sole and absolute discretion to determine the number of UCH shares that each Grantee shall be entitled to purchase pursuant to the option agreement.
In determining the number of UCH shares that a Grantee is entitled to purchase, WMSB and the Board of Directors of UCH may take into account criteria such as rank, performance, years of service and the potential for future development of the particular person.
Wong Tze Leng is a substantial shareholder and Director of UCH, UCSB and UCPL. He is also a Grantee pursuant to the option agreement and accordingly he is interested in the option agreement. Wong Tze Leng does not hold any interest, direct or indirect, in ASB.
Save as disclosed above, none of the other Directors and/or major stockholders of ASB as well as persons connected to them, has any interest, direct or indirect, in the STA and the option agreement.
The STA and option agreement will be available for inspection at the registered office of ASB at Level 3A (Tower Block), Menara Milenium, No. 8, Jalan Damanlela, Bukit Damansara, 50490 Kuala Lumpur during office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.